As filed with the Securities and Exchange Commission on January 11, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MYOMO, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 3842 | 47-0944526 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
137 Portland St., 4th Floor
Boston, Massachusetts 02114 (617) 996-9058
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Paul R. Gudonis
President and Chief Executive Officer Myomo, Inc.
137 Portland St., 4th Floor Boston, Massachusetts 02114
(617) 996-9058
(Name, address, including zip code and telephone number, including area code of agent for service)
Copies to:
Mitchell S. Bloom, Esq. James Xu, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 | Paul R. Gudonis President and Chief Executive Officer Myomo, Inc. 137 Portland St., 4th Floor Boston, Massachusetts 02114 (617) 996-9058 | James T. Seery, Esq. Duane Morris LLP 1540 Broadway New York, New York 10036 (212) 692-1000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-268705
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, for the sole purpose of increasing the aggregate offering price of shares of common stock and pre-funded warrants to be offered by Myomo, Inc., or the Registrant, by $1,000,000. The contents of the Registration Statement on Form S-1 (File No. 333-268705) filed by the Registrant with the Securities and Exchange Commission, or the Commission, pursuant to the Securities Act, or the Prior Registration Statement, which was declared effective by the Commission on January 11, 2023, including all exhibits to the Prior Registration Statement, are incorporated by reference into this Registration Statement. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fees table contained in the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
5.1 | Opinion of Goodwin Procter LLP. | |
23.1 | Consent of Marcum LLP, independent registered public accounting firm. | |
23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
24.1* | Power of Attorney. | |
107 | Filing Fee Table. |
* | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-268705), originally filed with the Securities and Exchange Commission on December 7, 2022 and incorporated by reference herein. |
Pursuant to the requirements of Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on January 11, 2023.
MYOMO, INC. | ||
By: | /s/ Paul R. Gudonis | |
Name: | Paul R. Gudonis | |
Title: | Chairman, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed below by the following persons in the capacities and on the date indicated:
/s/ Paul R. Gudonis | Dated: January 11, 2023 | |||
Name: | Paul R. Gudonis | |||
Title: | Chairman, Chief Executive Officer and President (Principal Executive Officer) | |||
/s/ David A. Henry | Dated: January 11, 2023 | |||
Name: | David A. Henry | |||
Title: | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
* | Dated: January 11, 2023 | |||
Name: | Thomas A. Crowley, Jr. | |||
Title: | Director | |||
* | Dated: January 11, 2023 | |||
Name: | Thomas F. Kirk | |||
Title: | Director | |||
* | ||||
Name: | Amy Knapp | Dated: January 11, 2023 | ||
Title: | Director | |||
* | Dated: January 11, 2023 | |||
Name: | Milton Morris | |||
Title: | Director |
* By | Paul R. Gudonis | |
Attorney-in-fact |